Over 60 Leading Finance Economists Ask SEC to Revise the Shareholder Voting Draft Reform

The new regulation that Security and Exchange Commissioners voted in November doesn’t fix proxy advisory industry duopoly problems, but it actually makes them worse: A group of scholars from major American universities filed a comment to ask the SEC to amend the proposed reform of public companies corporate governance.    

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New Rules on Shareholder Voting Debate: Best Readers’ Comment

The draft SEC regulation on shareholder proposal and proxy advisory firms will curb the initiative of individual shareholders to improve corporate governance and transparency of public firms, a ProMarket reader writes in the comment he sent to the SEC. “Progress on best practices often depends on the initiative of a few.” 

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The SEC Proposal on Proxy Advisory Firms Will Provide Greater Transparency and Accountability

Proxy advisory firms lack transparency and their recommendations are not always in shareholders’ interests. However, despite their poor performance, the two biggest firms’ market dominance has never been challenged. This is a market failure that warrants a change in regulation, Professors  Steven N. Kaplan and David F. Larcker argue.  

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Why CEOs and Regulators Clash With the Duopoly of Proxy Advisory Firms

Institutional investors that own between 70 and 80 percent of the market value of US public companies often rely on investment advisers voting on behalf of clients. The SEC and corporate executives are willing to curb the power of the two largest proxy advisory companies, ISS and Glass Lewis. In a new episode of their podcast Capitalisn’t, Kate Waldock and Luigi Zingales discuss the new proposed regulation with SEC commissioner Robert Jackson.  

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Fake Letters Poisoned the Debate on SEC’s New Rules on Shareholder Votes and Proxy Advisory Firms

SEC Chairman Jay Clayton claimed that the draft regulation on shareholders’ votes and proxy advisory firms received approval by hundreds of “Main Street” Americans. A Bloomberg investigation reveals that many of the letters that the SEC published on its website are fake. This reform could change American capitalism. We deserve more serious debate. 

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High-Priced Acquisitions of Tech Startups Do Not Always Stimulate More Innovation

What seems to be a big reward to innovation ultimately reduces the incentive to innovate, argues a new Stigler Center working paper by Krishna Kamepalli, Raghuram Rajan, and Luigi Zingales. Their analysis of Google and Facebook’s acquisitions shows that “It is dangerous to apply twentieth-century economic intuitions to twenty-first-century economic problems.”  

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The New SEC Proxy Rules Will Redefine American Capitalism: Let’s Debate Them

A new SEC proposal regarding proxy advisors will make it harder for shareholders to vote against CEOs’ preferences. However, there is a 60-day period to comment and propose amendments to the new regulation. Please send your comments to the SEC and to ProMarket as well. We will publish the best of them on our website.   

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The SEC’s Proposal on Proxy Advisor Regulation Shields CEOs From Accountability to Investors

SEC Commissioner Robert Jackson dissented from his SEC colleagues’ proposal on how to reform proxy advisors regulation. New rules, he argues, would introduce a tax on firms who recommend that shareholders vote in a way that executives don’t like. Jackson’s analysis also shows that the proposed changes will remove key CEO accountability measures from the ballot.  

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